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The Accounting Review Vol. 96 No. 2 2021

CEO Tax Effects on Acquisition Structure and Value

Michelle Hanlon1; Rodrigo S. Verdi1; Benjamin Yost2

1 Massachusetts Institute of Technology · 2 Boston College

open access

Abstract

We hypothesize that prior evidence of target shareholder capital gains tax liabilities affecting acquisition features is driven by the tax liabilities of the target firm CEO. To test this, we estimate CEOs' capital gains tax liabilities for a large sample of acquisitions and examine the effects of such liabilities on acquisition outcomes. Results indicate that the previously documented positive relations between shareholder-level capital gains tax rates and (1) the likelihood of a nontaxable acquisition (Ayers, Lefanowicz, and Robinson 2004), and (2) acquisition premiums (Ayers, Lefanowicz, and Robinson 2003) are largely driven by CEO tax effects. We also find evidence consistent with (1) CEOs' tax incentives leading to potential agency conflicts under certain conditions, and (2) acquisition structure or premium being adjusted in response to CEOs' taxes depending on the alternatives available to the acquirer. Our study contributes to our understanding of what and whose taxes affect acquisition structure and value.

DOI
10.2308/tar-2018-0376
Volume
96
Issue
2
Pages
333-363
Language
en
Sources
openalex crossref bibtex:phds-export.bib

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